Where Were We?
by shadowrose6x
Summary: Ben and Eunice never got to finish their kiss the first time they met with the sudden appearance of Sunder and her having to leave with Azmuth. After the break up with Julie, Ben's all alone and finds love again with Eunice.


**AN: I love Bwen but somebody needed to write a fanfic about Ben and Eunice, they're an adorable couple too! :)**

**Disclaimer: Ben 10 Ultimate Alien and all characters in this story belong to Man Of Action, whereas I merely own this story and plot.**

So Ben and Julie have been a couple for a long time however being the bearer of the Omnitrix and defending the world gave Ben barely any time to spend with her. Eventually breaking up was the only way to solve the problem. Being single gave Ben an opportunity to focus on the hero job. Everyday he would be fighting alongside his cousin Gwen and best friend Kevin. Seeing them as a couple would remind him of the fun he had with Julie, he was an attractive boy and the super hero business gave him the fame. He had fan girls across the country so he has had his share of love interests and was the object of desire for many fangirls. Lying on his car he stared up into the night sky "Man I need to handle relationships better." Ben said to Gwen and Kevin who were next to him lying atop Kevin's car.

Kevin snickered, "Ha, you can't handle girls period. Like that time you lost Eunice in the woods after like five minutes and-" he was cut short by Gwen who elbowed his ribs with a glare that could rival even Vilgax's.

"He just had a break-up, you could probably be nice and help him, NOT discourage him"

"I certainly can't encourage others, have you not heard my attempts to give advice?"

"True..." Gwen agreed, "you don't make much sense when you're trying to give advice."

Ben on the other hand was not listening to them and was lost in thought, about Eunice. Just thinking of her made him smile. He hadn't heard from her since Azmuth took her away back to Primus _'Hmm...maybe I should pay her a visit'_ he grinned and was already in a better mood.

The next day Ben set off to Primus with Kevin and Gwen on Kevin's green ship. Landing on the planet they immediately got signals to Eunice's whereabouts as the Omnitrix's signals were blocked by her Unitrix signals. He eagerly searched for her and found her nearby the Codon Stream collecting more samples.

"Long time no see huh Eunice?" Ben said nonchalantly.

Looking up from her papers she gasped in excitement and threw her arms around his neck "Ben! You're actually here! I've missed you a lot."

Ben chuckled in reply,"Yeah I have missed you too." "

Well I guess we should give you some alone time?" Kevin interrupted the hugging pair. "

Oh hi Kevin, Gwen! How are you guys?" "

Oh you know, kicking alien butt and what not, helping Ben protect the Earth from destruction." Gwen replied.

"Let's go to the lab," Eunice pointed towards the large tower up ahead "we can talk there." So they headed towards the big secured laboratory. Catching up with recent news and events Ben shared stories about new threats and aliens which they have encountered while Kevin sat there bored as he was left out of the conversation along with Gwen who was rather happy that her cousin was finally happy and lively.

"Well Ben we'll be around if you need us, you know just press on the plumbers badge and then we'll be there." Kevin said as he got up and went to hang with Gwen in another room to give the two, who obviously had feelings for each other, some privacy.

"So how is everything Ben? Last time we were together was when I landed on Earth in a ship, naked and was being chased down by Sunder." Ben turned pink at the memory of seeing her naked '_Oh god was she beautiful.'_

"Yeah and then we were camping in the woods, which didn't go well because of him."

"Well I guess that's my fault since he was looking for me." Eunice looked down.

"Hey don't say that, if I had never met you then I would have never gotten to love-" he stopped realizing what he was about to say.

"Love what Ben?"

"Oh.. uhh... camping, I would still hate it." He mentally slapped himself. _'Wow great way to impress a girl.'_

"So uh, I guess it gets lonely here huh?" Ben asked not knowing what to say.

"Yeah I am the only one here besides all those other aliens. So how are things with you back home?"

"Well I recently broke up with Julie, we've been going out for about a few months now after an earlier break up and my hero business gets in the way of me being able to spend time with her."

"So... when we were in the woods about to kiss were you still single?" Both blushed remembering their almost kiss. The memory itself was enough to make him smile.

"Well yeah actually Eunice, I came here for that reason. I really like you.. so would you... be my girlfriend?" asked Ben in a hopeful yet charming voice.

Eunice was overjoyed and leaped into Ben's arms. "Well Ben, action speak louder than words, so where were we?" Ben grinned at her and both leaned in for their long awaited kiss.

"Mmm, Ben you're an experienced kisser huh?" Eunice mumbled as Ben nibbled on her lips and smiled at her satisfaction of his soft yet steamy lip lock. Slowly tongues met and danced in their mouths making them both moan illicitly. Breaking apart after what seemed like hours they stared into each others eyes, lips swollen and breathing ragged.

"Wow for your first kiss you sure as hell are a good kisser" Ben told Eunice who softly blushed.

"Why don't we continue in my bedroom?" Eunice grabbed Ben's hand and led him to her room. They walked into a big room with a king sized bed, wasting not a single second they continued their make out session as they made their way to the bed. Ben slowly stripped himself down to just his boxers and began grinding his hips in circular motions on Eunice who in return did the same making them both moan loudly.

Eunice stripped off her white uniform teasingly making Ben even more aroused. Growling in frustration Ben pulled off the rest of Eunice's uniform which left her in her lingerie. He smiled at her and pushed her onto the bed giving her butterfly kisses all over her neck and down to her waistline. Eunice lied down wriggling in pleasure and reached down towards the bulge Ben had forming in hid boxers. She stroked it softly and then grasped it tightly in her hands making Ben shudder and gasp. Leaning forward she moaned into his ear "Ben I want you..." and snuck her warm hands into his boxers to feel his hardness which was now throbbing in need of release. Ben couldn't help but moan huskily as he felt like he would cum in her hands but grinned, happy to fulfill to her desires. He tore off her bra and panties taking in her naked beauty gasping in delight and want. Eunice pulled his boxers off eagerly and stroked his length fiercely, feeling his shaky shudders and warm hands fondling her bare chest. Ben ran his hands all over her body feeling every curve and reveled at how smooth her skin is. Leaning into the dip of her neck Ben bit her softly and sucked on her skin leaving a hickey in the process. Orgasmic sensations were shooting through each of them as they looked at each other with lust filled eyes.

Leaving a trail of kisses down from her leg to her bellybutton he stopped and looked up with a glint in his eyes and softly massaged her inner thighs, Eunice was groaning with pleasure as he began to finger her entering one finger at a time till he could fit no more. Feverishly he fingered her and licked his fingers clean of her juices to bend down and give her an orgasm as he nudged his nose onto her clit. Eyes rolling back, Eunice gripped the bed sheets which probably would get torn any second from her persistent tugging. Driving his tongue into the depths of her folds he tasted the creamy gush which was oozing out of her while rubbing her clit non stop multiplying her pleasure ten fold. With a loud and throaty moan Eunice came into Ben's mouth and tried to get her breathing back to normal.

Ben got up after sucking her clean grinning at her with eagerness when Eunice tackled him onto his back licking and nibbling on the shell of his ear. She kissed his chest and ran her hands over his defined and muscular body enjoying the hard muscles his hero job helped form. Fingering the contours of his abs she trailed her hands down to his twitching erection grasping it with both hands and lowered her head to the tip licking it gently and then taking it whole into her mouth almost gagging at its size and girth.

"Ughh...Eunice!..." moaned Ben as he couldn't help but tremble in delight from the warm and soft sensation her mouth gave to his stiff rod. Smirking at his moans and groans Eunice bobbed her head up and down repeatedly sucking and swirling her tongue on the length of his hard on. Kissing along all around his penis she suckled softly on the skin and placed her lips onto the tip oncemore teasingly licking him up and down and prodding her tongue into the opening from where his pre-cum was beginning to come from. Giving him no mercy she sucked harder and faster with speed biting his tip softly and watched as his muscles were contracting and teeth clenched tightly.

"_Eunice_..." His voice dripped with need, "I'm gonna come.. mmh!" She took him into her mouth once more letting him feel her throat as she sucked and felt him gushing his orgasm. Both sighed contently as Eunice got up and licked her lips clean of any cum he shot onto her.

Taking hold of her arms Ben flipped them over, re-dominating her and straddled her hips, eyes gleaming with evil intentions. Both hands groped her breasts and he continuously fondled them getting her aroused to the point where she had goosebumps and her nipples were hard pebbles. Licking her right nipple he suckled her and did the same to the other breast as Eunice held his head in place gasping with delight. They looked at each other ready to go on and shared a deep and loving kiss as Ben began rubbing his fully erect penis at her opening making their visions go white in ecstasy.

"Eunice... should I go on? This might hurt you." He said with a worried tone. Both however knew what the other wanted and would not stop there.

Eunice smiled at how caring he could be "Ben, I want this and you sure as hell want this too." So with a quick and sudden thrust he entered her, immediately he felt content as she tightened. Eunice moaned loud in pain but Ben hushed her with a soft and chaste kiss.

"Ben, y-you're so big and it feels so good..." moaned Eunice as Ben began to move steadily in and out.

He was also experiencing satisfaction "Eunice you're _so tight_, I don't know how long I can last like this." Both thrust their hips rhythmically matching the speed and making each other feel bliss. Eunice gripped onto Ben's hair and back as she was about to have a full blown orgasm.

"Ben! I'm gonna cum!". Her head bent backwards with content as her walls contracted blasting waves of cum all over Ben's cock, she clenched her teeth and felt Ben's cock twitching for a much needed release. Ben thrust into her wildly with strength and vigor. Eunice's walls clenched around Ben's dick stimulating him towards his orgasm.

"Ughh... Eunice I'm cumming!" with those words he shot loads of hot cum into her and sighed as both reached nirvana feeling each others simultaneous waves of orgasm. Pulling out of her Ben placed gentle kisses across her chest and face as she pulled him down for a long, full blown kiss once more.

Both looked disheveled and had messy hair, resting his head on Eunice's stomach he sighed in content feeling happy and satisfied waiting to steady their heartbeats and breathing they lay still each other in peace, and as one. He kissed her neck once more as they lay there in the afterglow of sex. Putting their clothes back on they headed out to where Gwen and Kevin were. Kevin was found sleeping and Gwen was slightly blushing with a very disturbed look on her face, seeing Ben she looked up with a slight glare.

"You're lucky Kevin has been sleeping, next time keep your phone _off._" Ben and Eunice blushed crimson and looked at each other knowing that she heard what they had been doing.

Gwen smirked at them and chuckled softly "It's okay guys, but I sure could've lived without hearing all of that." Ben gave a sly grin and looked over at Eunice.

"I'm going to be visiting here more often." He said winking at Eunice, she blushed and gave him one last kiss before he returned. Getting back onto the Rust Bucket Ben, Gwen, and a grouchy Kevin went back to Bellwood as both Ben and Eunice were lost in thought about when they would meet again.

**Well guys what did you think? I hope you readers liked it. Review please :3 constructive criticism is welcomed.** **:)**


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